The use of adaptive optics in ophthalmics shows great promise, but the lack of suitable cost-effective solutions has hindered the progress of vision science research and stunted the development of associated commercial markets. Small size, low cost, and large stroke deformation of the mirror surface are requirements unique to the ophthalmic community that cannot be met with existing macro-scale solutions. This Small Business Innovation Research Phase 1 Project will design and deliver a low cost, MEMS-based wavefront correction device for use in ophthalmic adaptive optics systems. MEMX will leverage the most sophisticated surface micromachining technology available today (SUMMIT V) to design and deliver, for the first time, a MEMS wavefront correction chip that addresses all of the requirements specified by the vision science community. A number of design concepts will be created and fully analyzed using sophisticated optical modeling tools. Innovative actuator designs and array actuation schemes will be defined and studied in detail. A set of trade studies will be completed among all candidate designs, and an optimal design will be selected, fabricated, and tested against ophthalmic requirements. Finally, the research program concludes with a detailed assessment of the manufacturability and reliability of the candidate design. The successful realization of this MEMS chip and associated order of magnitude increase in fundus imaging capability will provide vision scientists the ability to study individual retinal cells and monitor the efficacy of retinal disease therapies with unprecedented sensitivity. Commercial ophthalmic equipment suppliers will be able to deliver high performance systems to the eye care practitioner that deliver real-time, high resolution images for diagnostic purposes and allow prospective patients to preview the results of wavefront-guided custom ablation LASIK surgery.